TD Bank Group Reports Third Quarter 2012 Results

This quarterly earnings news release should be read in conjunction with
our unaudited third quarter 2012 Report to Shareholders for the three
and nine months ended July 31, 2012, prepared in accordance with
International Financial Reporting Standards (IFRS), which is available
on our website at http://www.td.com/investor/. This analysis is dated August 29, 2012. Unless otherwise indicated,
all amounts are expressed in Canadian dollars, and have been primarily
derived from the Bank's annual Consolidated Financial Statements
prepared in accordance with Canadian Generally Accepted Accounting
Principles (GAAP). Interim amounts derived from the Bank's Interim
Consolidated Financial Statements have been prepared in accordance with
IFRS. Additional information relating to the Bank is available on the
Bank's website http://www.td.com, as well as on SEDAR at http://www.sedar.com and on the U.S. Securities and Exchange Commission's (SEC's) website at
http://www.sec.gov (EDGAR filers section).

The Bank transitioned from Canadian GAAP to IFRS effective for interim
and annual periods beginning the first quarter of fiscal 2012. The
Interim Consolidated Financial Statements for the period ended July 31,
2012 reflect the Bank's third set of financial statements prepared
under IFRS. Comparative periods in 2011 have also been prepared under
IFRS.

Reported results conform to GAAP, in accordance with IFRS. Adjusted
measures are non-GAAP measures. Refer to the "How the Bank Reports"
section of the Management's Discussion and Analysis for an explanation
of reported and adjusted results.

Effective the first quarter of 2012, the Insurance business was
transferred from Canadian Personal and Commercial Banking to Wealth and
Insurance (formerly called Wealth Management). The prior period results
have been restated accordingly.

THIRD QUARTER FINANCIAL HIGHLIGHTS, compared with the third quarter a
year ago:

Reported diluted earnings per share were $1.78, compared with $1.58.

Adjusted diluted earnings per share were $1.91, compared with $1.75.

Reported net income was $1,703 million, compared with $1,490 million.

Adjusted net income was $1,820 million, compared with $1,635 million.

YEAR-TO-DATE FINANCIAL HIGHLIGHTS, nine months ended July 31, 2012,
compared with the corresponding period a year ago:

Reported diluted earnings per share were $5.11, compared with $4.75.

Adjusted diluted earnings per share were $5.59, compared with $5.10.

Reported net income was $4,874 million, compared with $4,456 million.

Adjusted net income was $5,318 million, compared with $4,776 million.

THIRD QUARTER ADJUSTMENTS (ITEMS OF NOTE)The third quarter reported earnings figures included the following items
of note:

Amortization of intangibles of $59 million after tax (6 cents per
share), compared with $94 million after tax (11 cents per share) in the
third quarter last year.

A gain of $2 million after tax, due to the change in fair value of
credit default swaps hedging the corporate loan book, net of provision
for credit losses (PCL), compared with a gain of $5 million after tax
in the third quarter last year.

Integration charges relating to the Chrysler Financial acquisition of $6
million after tax (1 cent per share), compared with $26 million after
tax (3 cents per share) in the third quarter last year.

Integration charges of $25 million after tax (3 cents per share),
relating to the acquisition of the MBNA Canada credit card portfolio.

A litigation reserve of $77 million after tax (8 cents per share).

Reduction of allowance for incurred but not identified credit lossesof $30 million after tax (3 cents per share).

A positive impact of $18 million after tax (2 cents per share) due to
changes in statutory income tax rates.

TORONTO, Aug. 30, 2012 /PRNewswire/ - TD Bank Group (TD or the Bank) today
announced its financial results for the third quarter ended July 31,
2012. The Bank delivered a new record quarter, reflecting strong retail
and solid wholesale earnings.

"This was a great quarter for TD, with growth driven by record retail
earnings and a significant improvement in wholesale earnings," said Ed
Clark, Group President and Chief Executive Officer. "We're pleased to
announce a dividend increase of 5 cents per common share and an
increase in our payout range to 40-50% of adjusted earnings. This marks
our second dividend increase this year and means that our fiscal 2012
dividend will increase by 11%, a big positive for our investors. Our
ability to increase dividends points to the stability and high quality
of our customer-driven earnings and the Board's confidence in our
continuing ability to deliver long-term growth even in a tough
operating environment."

Canadian Personal and Commercial Banking
Canadian Personal and Commercial Banking posted a record quarter, with
reported net income of $864 million. Adjusted net income was $889
million, up 12% from the same period last year. Results for the quarter
were driven primarily by good volume growth in loans and deposits,
better credit performance and an elevated contribution from MBNA.

"I am very pleased with our results this quarter, as all our major
businesses contributed to delivering record earnings," said Tim Hockey,
Group Head, Canadian Banking, Auto Finance, and Credit Cards. "While we
expect the low interest rate environment and slower economic growth to
be stronger headwinds going forward, we will continue to focus on
delivering legendary customer service and convenience, which has earned
TD a seventh consecutive J.D. Power and Associates Award for highest
customer satisfaction levels among the Big Five banks."

Wealth and Insurance
Wealth and Insurance delivered net income of $360 million in the
quarter, up 3% from the same period last year. Lower transaction
revenue in Wealth due to decreased trading volumes were largely offset
by increases in fee-based revenue from asset growth. In the Insurance
business, revenue increases from premium growth and the inclusion of
MBNA were more than offset by adjustments to reserves for claims
liabilities and higher claims from weather-related events. TD
Ameritrade contributed $56 million in earnings to the segment, up 17%
from the same period last year.

"This was a solid quarter for our Wealth and Insurance businesses,
despite a tougher operating environment and lower trading volumes,"
said Mike Pedersen, Group Head, Wealth Management, Insurance, and
Corporate Shared Services. "We are gaining market share in Wealth and
fee-based revenue remains strong, with good net client asset growth in
our advice-based and asset management businesses. The Insurance
business has seen strong growth year to date, with good premium growth
and, despite a softer quarter, is on track for a strong year."

U.S. Personal and Commercial Banking
U.S. Personal and Commercial Banking delivered solid earnings this
quarter, with reported net income of US$279 million. On an adjusted
basis, net income was US$355 million, up 3% from the same period last
year, driven primarily by strong organic volume growth in loans and
deposits.

"Strong core volume growth this quarter again helped mitigate the impact
of the Durbin Amendment for TD Bank, America's Most Convenient Bank,"
said Bharat Masrani, Group Head, U.S. Personal and Commercial Banking.
"Despite the economic and regulatory headwinds, we will continue to
invest in our future growth and we remain on track to open 35 new
stores in 2012."

Wholesale Banking
Wholesale Banking recorded net income of $180 million for the quarter,
up 61% compared with the same period last year. The increase was
primarily due to higher trading-related revenue and improved fixed
income and credit trading. Results were partially offset by higher
non-interest expenses and PCL.

"I am very pleased that we delivered another solid quarter in
challenging markets," said Bob Dorrance, Group Head, Wholesale Banking.
"Trading revenue exceeded expectations, and while we believe it will
normalize in the coming quarters, we expect our client-centric business
model to continue to generate targeted returns."

Capital
TD's Tier 1 capital ratio was 12.2% in the quarter and capital quality
remained very high. TD continues to exceed the 7% common equity tier
one Basel III requirement on a fully phased-in basis.

Conclusion
"We're very pleased with our results this quarter, which reflect the
stability of our earnings in tough times," said Clark. "We feel more
comfortable that we will be able to deliver adjusted EPS growth at the
low end of our 7-10% range for 2012. While slow growth in the economy
and a sustained low interest rate environment continue to present
challenges, we are focused on organic growth opportunities, making
productivity a competitive advantage, strategically investing in our
businesses and leveraging our legendary service and convenience brand
in the marketplace."

Caution Regarding Forward-Looking Statements
From time to time, the Bank makes written and/or oral forward-looking
statements, including in this earnings news release, in other filings
with Canadian regulators or the U.S. Securities and Exchange
Commission, and in other communications. In addition, representatives
of the Bank may make forward-looking statements orally to analysts,
investors, the media and others. All such statements are made pursuant
to the "safe harbour" provisions of, and are intended to be
forward-looking statements under, applicable Canadian and U.S.
securities legislation, including the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements include, but
are not limited to, statements made in this earnings news release in
the "Business Outlook" section for each business segment and in other
statements regarding the Bank's objectives and priorities for 2012 and
beyond and strategies to achieve them, and the Bank's anticipated
financial performance. Forward-looking statements are typically
identified by words such as "will", "should", "believe", "expect",
"anticipate", "intend", "estimate", "plan", "may", and "could".

By their very nature, these statements require the Bank to make
assumptions and are subject to inherent risks and uncertainties,
general and specific. Especially in light of the uncertainty related to
the financial, economic, political and regulatory environments, such
risks and uncertainties - many of which are beyond the Bank's control
and the effects of which can be difficult to predict - may cause actual
results to differ materially from the expectations expressed in the
forward-looking statements. Risk factors that could cause such
differences include: credit, market (including equity, commodity,
foreign exchange, and interest rate), liquidity, operational (including
technology), reputational, insurance, strategic, regulatory, legal,
environmental, and other risks, all of which are discussed in the
Management's Discussion and Analysis ("MD&A") in the Bank's 2011 Annual
Report. Additional risk factors include the impact of recent U.S.
legislative developments, as discussed under "Significant Events in
2011" in the "Financial Results Overview" section of the 2011 MD&A, as
updated in the Third Quarter 2012 Report to Shareholders; changes to
and new interpretations of capital and liquidity guidelines and
reporting instructions; increased funding costs for credit due to
market illiquidityand competition for funding; the failure of third parties to comply with
their obligations to the Bank or its affiliates relating to the care
and control of information; and the overall difficult litigation
environment, including in the United States. We caution that the
preceding list is not exhaustive of all possible risk factors and other
factors could also adversely affect the Bank's results. For more
detailed information, please see the "Risk Factors and Management"
section of the 2011 MD&A. All such factors should be considered
carefully, as well as other uncertainties and potential events, and the
inherent uncertainty of forward-looking statements, when making
decisions with respect to the Bank and we caution readers not to place
undue reliance on the Bank's forward-looking statements.

Material economic assumptions underlying the forward-looking statements
contained in this earnings news release are set out in the Bank's 2011
Annual Report under the headings "Economic Summary and Outlook", as
updated in the Third Quarter 2012 Report to Shareholders; and for each
business segment, "Business Outlook and Focus for 2012", as updated in
this earnings news release under the headings "Business Outlook".

Any forward-looking statements contained in this document represent the
views of management only as of the date hereof and are presented for
the purpose of assisting the Bank's shareholders and analysts in
understanding the Bank's financial position, objectives and priorities
and anticipated financial performance as at and for the periods ended
on the dates presented, and may not be appropriate for other purposes.
The Bank does not undertake to update any forward-looking statements,
whether written or oral, that may be made from time to time by or on
its behalf, except as required under applicable securities legislation.

This document was reviewed by the Bank's Audit Committee and was
approved by the Bank's Board of Directors, on the Audit Committee's
recommendation, prior to its release.

TABLE 1: FINANCIAL HIGHLIGHTS

(millions of Canadian dollars, except as noted)

For the three months ended

For the nine months ended

July 31

Apr. 30

July 31

July 31

July 31

2012

2012

2011

2012

2011

Results of operations

Total revenue

$

5,841

$

5,750

$

5,384

$

17,233

$

15,999

Provision for credit losses

438

388

380

1,230

1,150

Non-interest expenses

3,471

3,372

3,206

10,392

9,559

Net income - reported

1,703

1,693

1,490

4,874

4,456

Net income - adjusted1

1,820

1,736

1,635

5,318

4,776

Economic profit2,3

787

762

649

2,330

1,883

Return on common equity - reported

15.3

%

16.2

%

16.1

%

15.1

%

16.4

%

Return on common equity - adjusted2,3

16.4

%

16.6

%

17.7

%

16.6

%

17.6

%

Return on invested capital2,3

N/A

N/A

15.4

%

N/A

15.3

%

Financial position

Total assets

$

806,283

$

773,186

$

713,642

$

806,283

$

713,642

Total equity

48,067

45,919

40,920

48,067

40,920

Total risk-weighted assets

246,401

241,968

207,805

246,401

207,805

Financial ratios

Efficiency ratio - reported

59.4

%

58.7

%

59.6

%

60.3

%

59.7

%

Efficiency ratio - adjusted1

55.4

%

56.8

%

55.8

%

55.8

%

56.8

%

Tier 1 capital to risk weighted assets4

12.2

%

12.0

%

12.9

%

12.2

%

12.9

%

Provision for credit losses as a % of net average

loans and acceptances5

0.42

%

0.37

%

0.36

%

0.39

%

0.39

%

Common share information - reported (dollars)

Per share earnings

Basic

$

1.79

$

1.79

$

1.60

$

5.14

$

4.81

Diluted

1.78

1.78

1.58

5.11

4.75

Dividends per share

0.72

0.72

0.66

2.12

1.93

Book value per share

47.37

45.19

40.59

47.37

40.59

Closing share price

78.92

83.49

76.49

78.92

76.49

Shares outstanding (millions)

Average basic

908.7

904.1

886.6

904.6

883.0

Average diluted

916.0

912.6

902.5

913.0

900.6

End of period

911.7

908.2

888.8

911.7

888.8

Market capitalization (billions of Canadian dollars)

$

71.9

$

75.8

$

68.0

$

71.9

$

68.0

Dividend yield

3.5

%

3.4

%

3.1

%

3.6

%

3.2

%

Dividend payout ratio

40.2

%

40.2

%

41.2

%

41.3

%

40.2

%

Price to earnings ratio6

11.6

12.7

13.1

11.6

13.1

Common share information - adjusted (dollars)1

Per share earnings

Basic

$

1.92

$

1.84

$

1.77

$

5.63

$

5.17

Diluted

1.91

1.82

1.75

5.59

5.10

Dividend payout ratio

37.5

%

39.2

%

37.4

%

37.7

%

37.3

%

Price to earnings ratio6

10.8

11.6

11.8

10.8

11.8

1

Adjusted measures are non-GAAP measures. Refer to the "How The Bank
Reports" section for an explanation of reported and adjusted results.

2

Economic profit and adjusted return on common equity are non-GAAP
financial measures. Refer to the "Economic Profit and Return on Common
Equity" section for an explanation. Return on invested capital is a
non-GAAP financial measure. Refer to the "Economic Profit and Return on
Invested Capital" section in the Bank's 2011 Annual Report for an
explanation.

3

Effective the first quarter of 2012, economic profit is calculated based
on average common equity on a prospective basis. Prior to the first
quarter 2012, economic profit was calculated based on average invested
capital. Had this change been done on a retroactive basis, economic
profit for the Bank, calculated based on average common equity, would
have been $770 million for the third quarter 2011, $712 million for the
second quarter 2011 and $758 million for the first quarter 2011.

4

For periods ending on or prior to October 31, 2011, results are reported
in accordance with Canadian GAAP.

5

Excludes acquired credit-impaired loans and debt securities classified
as loans. For additional information on acquired credit-impaired loans,
see the "Credit Portfolio Quality" section of this document and Note 6
to the Interim Consolidated Financial Statements. For additional
information on debt securities classified as loans, see "Exposure to
Non-agency Collateralized Mortgage Obligations" discussion and tables
in the "Credit Portfolio Quality" section of this document and Note 6
to the Interim Consolidated Financial Statements.

6

For the period ended July 31, 2011, the price to earnings ratio was
calculated using the preceding trailing four quarters which included
the three months ended October 31, 2010 under Canadian GAAP and the
nine months ended July 31, 2011 under IFRS.

HOW WE PERFORMED

How the Bank Reports
The Bank prepares its Interim Consolidated Financial Statements in
accordance with IFRS and refers to results prepared in accordance with
IFRS as "reported" results. The Bank also utilizes non-GAAP financial
measures to arrive at "adjusted" results to assess each of its
businesses and to measure overall Bank performance. To arrive at
adjusted results, the Bank removes "items of note", net of income
taxes, from reported results. The items of note relate to items which
management does not believe are indicative of underlying business
performance. The Bank believes that adjusted results provide the reader
with a better understanding of how management views the Bank's
performance. The items of note are listed in the table on the following
page. As explained, adjusted results are different from reported
results determined in accordance with IFRS. Adjusted results, items of
note, and related terms used in this document are not defined terms
under IFRS and, therefore, may not be comparable to similar terms used
by other issuers.

Adoption of IFRS
The Canadian Accounting Standards Board previously announced that for
fiscal years beginning on or after January 1, 2011, all publicly
accountable enterprises will be required to report financial results in
accordance with IFRS. Accordingly, for the Bank, IFRS was effective for
the interim and annual periods beginning in the first quarter of 2012.
The fiscal 2012 Interim and Annual Consolidated Financial Statements
will include comparative fiscal 2011 financial results under IFRS.

The adoption of IFRS did not require significant changes to the Bank's
disclosure controls and procedures.

Information about the IFRS transition impact to the Bank's reported
financial position, equity, and financial performance is provided in
Note 21 of the Bank's Interim Consolidated Financial Statements for the
period ended April 30, 2012, which includes a discussion of the
transitional elections and exemptions under IFRS 1 and detailed
reconciliations of the Bank's Interim Consolidated Financial Statements
previously prepared under Canadian GAAP to those under IFRS.

For details of the Bank's significant accounting policies under IFRS,
see Note 2 of the Bank's Interim Consolidated Financial Statements for
the period ended April 30, 2012.

TABLE 2: OPERATING RESULTS - REPORTED

(millions of Canadian dollars)

For the three months ended

For the nine months ended

July 31

Apr. 30

July 31

July 31

July 31

2012

2012

2011

2012

2011

Net interest income

$

3,817

$

3,680

$

3,514

$

11,184

$

10,129

Non-interest income

2,024

2,070

1,870

6,049

5,870

Total revenue

5,841

5,750

5,384

17,233

15,999

Provision for credit losses

438

388

380

1,230

1,150

Non-interest expenses

3,471

3,372

3,206

10,392

9,559

Income before income taxes and equity in net income of an

investment in associate

1,932

1,990

1,798

5,611

5,290

Provision for income taxes

291

351

367

914

1,016

Equity in net income of an investment in associate, net of income taxes

62

54

59

177

182

Net income - reported

1,703

1,693

1,490

4,874

4,456

Preferred dividends

49

49

43

147

132

Net income available to common shareholders and

non-controlling interests in subsidiaries

$

1,654

$

1,644

$

1,447

$

4,727

$

4,324

Attributable to:

Non-controlling interests

$

26

$

26

$

27

$

78

$

78

Common shareholders

$

1,628

$

1,618

$

1,420

$

4,649

$

4,246

The following table provides a reconciliation between the Bank's
adjusted and reported results.

Reduction of allowance for incurred but not identified credit losses14

30

59

-

120

-

Positive impact due to changes in statutory income tax rates15

18

-

-

18

-

Total adjustments for items of note

(117)

(43)

(145)

(444)

(320)

Net income available to common shareholders - reported

$

1,628

$

1,618

$

1,420

$

4,649

$

4,246

1

Adjusted net-interest income excludes the following items of note: second quarter 2012 - $22 million (net of tax, $17 million) of certain charges against
revenues related to promotional-rate card origination activities, as
explained in footnote 12; first quarter 2012 - $14 million (net of tax, $10 million) of certain charges against
revenues related to promotional-rate card origination activities.

2

Adjusted non-interest income excludes the following items of note: third quarter 2012 - $3 million gain due to change in fair value of credit default swaps
(CDS) hedging the corporate loan book, as explained in footnote 10; $2
million gain due to change in fair value of derivatives hedging the
reclassified available-for-sale (AFS) securities portfolio, as
explained in footnote 8;$2 million loss due to change in fair value of contingent consideration
relating to Chrysler Financial, as explained in footnote 11; second quarter 2012 - $2 million loss due to change in fair value of CDS hedging the
corporate loan book; $5 million loss due to change in fair value of
derivatives hedging the reclassified AFS securities portfolio; first quarter 2012 - $2 million loss due to change in fair value of CDS hedging the corporate
loan book; $53 million loss due to change in fair value of derivatives
hedging the reclassified AFS securities portfolio; $1 million gain due
to change in fair value of contingent consideration relating to
Chrysler Financial; third quarter 2011 - $7 million gain due to change in fair value of CDS hedging the
corporate loan book; $1 million gain due to change in fair value of
derivatives hedging the reclassified AFS securities portfolio; second quarter 2011 - $3 million gain due to change in fair value of CDS hedging the
corporate loan book; $9 million gain due to change in fair value of
derivatives hedging the reclassified AFS securities portfolio; first quarter 2011 - $6 million loss due to change in fair value of CDS hedging the
corporate loan book; $93 million gain due to change in fair value of
derivatives hedging the reclassified AFS securities portfolio.

3

Adjusted provision for credit losses (PCL) excludes the following items
of note: third quarter 2012 - $41 million in reduction of allowance for incurred but not identified
credit losses in Canadian Personal and Commercial Banking, as explained
in footnote 14; second quarter 2012 - $80 million in reduction of allowance for incurred but not identified
credit losses in Canadian Personal and Commercial Banking; first quarter 2012 - $41 million in reduction of allowance for incurred but not identified
credit losses in Canadian Personal and Commercial Banking.

4

Adjusted non-interest expenses excludes the following items of note: third quarter 2012 - $69 million amortization of intangibles, as explained in footnote 7;
$7 million of integration charges and direct transaction costs relating
to the Chrysler Financial acquisition, as explained in footnote 11; $35
million of integration charges and direct transaction costs relating to
the acquisition of the MBNA Canada credit card portfolio, as explained
in footnote 12; $128 million of charges related to a litigation
reserve, as explained in footnote 13; second quarter 2012 - $69 million amortization of intangibles; $6 million of integration
charges and direct transaction costs relating to the Chrysler Financial
acquisition; $18 million of integration charges and direct transaction
costs relating to the acquisition of the MBNA Canada credit card
portfolio; first quarter 2012 - $70 million amortization of intangibles; $11 million of integration
charges related to U.S. Personal and Commercial Banking acquisitions,
as explained in footnote 9; $7 million of integration charges and
direct transaction costs relating to the Chrysler Financial
acquisition; $18 million of integration charges and direct transaction
costs relating to the acquisition of the MBNA Canada credit card
portfolio; $285 million of charges related to a litigation reserve; third quarter 2011 - $135 million amortization of intangibles; $46 million of integration
charges related to U.S. Personal and Commercial Banking acquisitions;
$9 million of integration charges related to the Chrysler Financial
acquisition; second quarter 2011 - $138 million amortization of intangibles; $26 million of integration
charges related to U.S. Personal and Commercial Banking acquisitions;
$4 million of integration charges and direct transaction costs relating
to the Chrysler Financial acquisition; first quarter 2011 - $129 million amortization of intangibles; $37 million of integration
charges related to U.S. Personal and Commercial Banking acquisitions.

5

For reconciliation between reported and adjusted provision for income
taxes, see the "Non-GAAP Financial Measures - Reconciliation of
Reported to Adjusted Provision for Income Taxes" table in the "Income
Taxes" section of this document.

6

Adjusted equity in net income of an investment in associate excludes the
following items of note: third quarter 2012 - $13 million amortization of intangibles, as explained in footnote 7; second quarter 2012 - $15 million amortization of intangibles; first quarter 2012 - $15 million amortization of intangibles; third quarter 2011 - $13 million amortization of intangibles; second quarter 2011 - $16 million amortization of intangibles; first quarter 2011 - $17 million amortization of intangibles.

7

Amortization of intangibles primarily relates to the Canada Trust
acquisition in 2000, the TD Banknorth acquisition in 2005 and its
privatization in 2007, the Commerce acquisition in 2008, the
acquisitions by TD Banknorth of Hudson United Bancorp (Hudson) in 2006
and Interchange Financial Services (Interchange) in 2007, the
amortization of intangibles included in equity in net income of TD
Ameritrade, and the acquisition of the MBNA Canada credit card
portfolio in 2012. Effective 2011, amortization of software is recorded
in amortization of intangibles; however, amortization of software is
not included for purposes of items of note, which only includes
amortization of intangibles acquired as a result of business
combinations.

8

During 2008, as a result of deterioration in markets and severe
dislocation in the credit market, the Bank changed its trading strategy
with respect to certain trading debt securities. Since the Bank no
longer intended to actively trade in these debt securities, the Bank
reclassified these debt securities from trading to the AFS category
effective August 1, 2008. As part of the Bank's trading strategy, these
debt securities are economically hedged, primarily with CDS and
interest rate swap contracts. This includes foreign exchange
translation exposure related to the debt securities portfolio and the
derivatives hedging it. These derivatives are not eligible for
reclassification and are recorded on a fair value basis with changes in
fair value recorded in the period's earnings. Management believes that
this asymmetry in the accounting treatment between derivatives and the
reclassified debt securities results in volatility in earnings from
period to period that is not indicative of the economics of the
underlying business performance in Wholesale Banking. Commencing in the
second quarter of 2011, the Bank may from time to time replace
securities within the portfolio to best utilize the initial, matched
fixed term funding. As a result, the derivatives are accounted for on
an accrual basis in Wholesale Banking and the gains and losses related
to the derivatives in excess of the accrued amounts are reported in the
Corporate segment. Adjusted results of the Bank exclude the gains and
losses of the derivatives in excess of the accrued amount.

9

As a result of U.S. Personal and Commercial Banking acquisitions, the
Bank incurred integration charges and direct transaction costs.
Integration charges consist of costs related to information technology,
employee retention, external professional consulting charges, marketing
(including customer communication and rebranding), integration-related
travel costs, employee severance costs, the costs of amending certain
executive employment and award agreements, contract termination fees
and the write-down of long-lived assets due to impairment. Direct
transaction costs are expenses directly incurred in effecting a
business combination and consist primarily of finders' fees, advisory
fees, and legal fees. Integration charges in the recent quarters were
driven by the South Financial and FDIC-assisted acquisitions and there
were no direct transaction costs recorded. The first quarter 2012 was
the last quarter U.S. Personal and Commercial Banking included any
further FDIC-assisted and South Financial related integration charges
or direct transaction costs as an item of note.

10

The Bank purchases CDS to hedge the credit risk in Wholesale Banking's
corporate lending portfolio. These CDS do not qualify for hedge
accounting treatment and are measured at fair value with changes in
fair value recognized in current period's earnings. The related loans
are accounted for at amortized cost. Management believes that this
asymmetry in the accounting treatment between CDS and loans would
result in periodic profit and loss volatility which is not indicative
of the economics of the corporate loan portfolio or the underlying
business performance in Wholesale Banking. As a result, the CDS are
accounted for on an accrual basis in Wholesale Banking and the gains
and losses on the CDS, in excess of the accrued cost, are reported in
the Corporate segment. Adjusted earnings exclude the gains and losses
on the CDS in excess of the accrued cost. When a credit event occurs in
the corporate loan book that has an associated CDS hedge, the PCL
related to the portion that was hedged via the CDS is netted against
this item of note.

11

As a result of the Chrysler Financial acquisition in Canada and U.S.,
the Bank incurred integration charges and direct transaction costs. As
well, the Bank experienced volatility in earnings as a result of
changes in fair value of contingent consideration. Integration charges
consist of costs related to information technology, employee retention,
external professional consulting charges, marketing (including customer
communication and rebranding), integration-related travel costs,
employee severance costs, the cost of amending certain executive
employment and award agreements, contract termination fees, and the
write-down of long-lived assets due to impairment. Direct transaction
costs are expenses directly incurred in effecting a business
combination and consist primarily of finders' fees, advisory fees, and
legal fees. Contingent consideration is defined as part of the purchase
agreement, whereby the Bank is required to pay additional cash
consideration in the event that amounts realized on certain assets
exceed a pre-established threshold. Contingent consideration is
recorded at fair value on the date of acquisition. Changes in fair
value subsequent to acquisition are recorded in the Consolidated
Statement of Income. Adjusted earnings exclude the gains and losses on
contingent consideration in excess of the acquisition date fair value.
While integration charges and direct transaction costs related to this
acquisition were incurred for both Canada and the U.S., the majority of
these charges relate to integration initiatives undertaken for U.S.
Personal and Commercial Banking.

12

As a result of the acquisition of the MBNA Canada credit card portfolio,
as well as certain other assets and liabilities, the Bank incurred
integration charges and direct transaction costs. Integration charges
consist of costs related to information technology, employee retention,
external professional consulting charges, marketing (including customer
communication, rebranding and certain charges against revenues related
to promotional-rate card origination activities), integration-related
travel costs, employee severance costs, the cost of amending certain
executive employment and award agreements, contract termination fees,
and the write-down of long lived assets due to impairment. Direct
transaction costs are expenses directly incurred in effecting the
business combination and consist primarily of finders' fees, advisory
fees and legal fees. Integration charges and direct transaction costs
related to this acquisition were incurred by Canadian Personal and
Commercial Banking.

13

As a result of certain adverse judgments in the U.S. during the first
quarter of 2012, as well as a settlement reached following the quarter,
the Bank took prudent steps to reassess its litigation reserve and,
having considered these factors as well as other related or analogous
litigation cases, the Bank determined in accordance with applicable
accounting standards, the litigation provision of $285 million ($171
million after tax) was required in the first quarter 2012. Based on the
continued evaluation of this portfolio of cases, the Bank determined in
accordance with applicable accounting standards that an increase to
this litigation reserve of $128 million ($77 million after tax) was
required in this quarter.

14

Excluding the impact related to the MBNA credit card and other consumer
loan portfolios (which is recorded to the Canadian Personal and
Commercial Banking results), "Reduction of allowance for incurred but
not identified credit losses", formerly known as "General allowance
increase (release) in Canadian Personal and Commercial Banking and
Wholesale Banking" includes $41 million (net of tax, $30 million) in Q3
2012, $80 million (net of tax, $59 million) in Q2 2012 and $41 million
(net of tax, $31 million) in Q1 2012, all of which are attributable to
the Wholesale Banking and non-MBNA related Canadian Personal and
Commercial Banking loan portfolios.

15

This represents the impact of changes in the income tax statutory rate
on net deferred income tax balances.

For explanations of items of note, see the "Non-GAAP Financial Measures
- Reconciliation of Adjusted to Reported Net Income" table in the "How
We Performed" section of this document.

2

The tax effect for each item of note is calculated using the effective
statutory income tax rate of the applicable legal entity.

3

Adjusted effective income tax rate is the adjusted provision for income
taxes before other taxes as a percentage of adjusted net income before
taxes.

Economic Profit and Return on Common Equity
Effective the first quarter of 2012, the Bank revised its methodology
for allocating capital to its business segments to align with the
future common equity capital requirements under Basel III at a 7%
Common Equity Tier 1 ratio. The return measures for business segments
now reflect a return on common equity methodology and not return on
invested capital which was reported previously. These changes have been
applied prospectively.

The Bank utilizes economic profit as a tool to measure shareholder value
creation. Economic profit is adjusted net income available to common
shareholders less a charge for average common equity. The rate used in
the charge for average common equity is the equity cost of capital
calculated using the capital asset pricing model. The charge represents
an assumed minimum return required by common shareholders on the Bank's
common equity. The Bank's goal is to achieve positive and growing
economic profit.

Adjusted return on common equity (ROE) is adjusted net income available
to common shareholders as a percentage of average common equity. ROE is
a percentage rate and is a variation of economic profit which is a
dollar measure. When ROE exceeds the equity cost of capital, economic
profit is positive. The Bank's goal is to maximize economic profit by
achieving ROE that exceeds the equity cost of capital.

Economic profit and adjusted ROE are non-GAAP financial measures as
these are not defined terms under IFRS. Readers are cautioned that
earnings and other measures adjusted to a basis other than IFRS do not
have standardized meanings under IFRS and, therefore, may not be
comparable to similar terms used by other issuers.

TABLE 6: ECONOMIC PROFIT AND RETURN ON COMMON EQUITY

(millions of Canadian dollars)

For the three months ended

For the nine months ended

Return on

Return on

Return on

Return on

Return on

common

common

invested

common

invested

equity

equity

capital

equity

capital

July 31

Apr. 30

July 31

July 31

July 31

2012

2012

2011

2012

2011

Average common equity

$

42,333

$

40,625

$

35,027

$

41,012

$

34,593

Average cumulative goodwill and intangible assets amortized,

net of income taxes

N/A

N/A

5,353

N/A

5,267

Average common equity/Average invested capital

$

42,333

$

40,625

$

40,380

$

41,012

$

39,860

Rate charged for average common equity/Average invested capital

9.0

%

9.0

%

9.0

%

9.0

%

9.0

%

Charge for average common equity/Average invested capital

$

958

$

899

$

916

$

2,763

$

2,683

Net income available to common shareholders - reported

$

1,628

$

1,618

$

1,420

$

4,649

$

4,246

Items of note impacting income, net of income taxes1

117

43

145

444

320

Net income available to common shareholders - adjusted

$

1,745

$

1,661

$

1,565

$

5,093

$

4,566

Economic profit2

$

787

$

762

$

649

$

2,330

$

1,883

Return on common equity - adjusted/Return on invested capital

16.4

%

16.6

%

15.4

%

16.6

%

15.3

%

1

For explanations of items of note, see the "Non-GAAP Financial Measures
- Reconciliation of Adjusted to Reported Net Income" table in the "How
We Performed" section of this document.

2

Economic profit is calculated based on average common equity on a
prospective basis. Prior to the first quarter of 2012, economic profit
was calculated based on average invested capital. Had this change been
done on a retroactive basis, economic profit for the Bank, calculated
based on average common equity, would have been $770 million for the
third quarter of 2011, $712 million for the second quarter of 2011 and
$758 million for the first quarter 2011.

Significant Events in 2012

Acquisition of Credit Card Portfolio of MBNA Canada
On December 1, 2011, the Bank acquired substantially all of the credit
card portfolio of MBNA Canada, a wholly-owned subsidiary of Bank of
America Corporation, as well as certain other assets and liabilities
for cash consideration of $6,839 million. The acquisition was accounted
for by the purchase method. The results of the acquisition from the
acquisition date to July 31, 2012 have been consolidated with the
Bank's results and are reported primarily in the Canadian Personal and
Commercial Banking and Wealth and Insurance segments. As at December 1,
2011, the acquisition contributed $7,361 million of loans, $272 million
of other assets, and $1,335 million of liabilities. The estimated fair
value of loans reflects the expected credit losses at the acquisition
date. The excess of consideration over the fair value of the acquired
net assets of approximately $541 million has been allocated to $419
million of intangible assets and $122 million of goodwill. The purchase
price allocation is subject to refinement as the Bank completes the
valuation of the assets acquired and liabilities assumed.

Investment in TMX Group Limited
On October 30, 2011, TMX Group Inc. (TMX) and Maple Group Acquisition
Corporation (now TMX Group Limited) (Maple) announced that they had
entered into a support agreement in respect of Maple's proposed
acquisition of all of the outstanding shares of TMX pursuant to an
integrated two-step transaction valued at approximately $3,800 million.

Maple is a corporation whose investors comprise twelve of Canada's
leading financial institutions and pension funds, including TD
Securities Inc., a wholly owned subsidiary of the Bank.

Maple completed the acquisition of 80% of the outstanding TMX shares on
August 10, 2012, in accordance with the terms and conditions of the
offer. The transaction also provided for the acquisition of Alpha
Trading Systems Inc. and Alpha Trading Systems Limited Partnership
(collectively Alpha) and The Canadian Depository for Securities Limited
(CDS). Maple completed the acquisition of Alpha and CDS on August 1,
2012, with existing CDS and Alpha shareholders receiving cash payments
in exchange for their equity interests.

Pursuant to a court-approved arrangement, the remainder of the
outstanding TMX shares held by TMX shareholders (other than Maple) will
be exchanged for Maple shares on a one-for-one basis with an expected
closing date of September 14, 2012. As an investor in Maple, the Bank
provided equity funding to Maple in the amount of approximately $190
million to fund the purchase of TMX, Alpha and CDS.

U.S. Legislative Developments
On July 21, 2010 the President of the United States signed into law the
Dodd-Frank Wall Street Reform and Consumer Protection Act (the
"Dodd-Frank Act" or "the Act") that provides for widespread changes to
the U.S. financial industry. At over 2,300 pages in length, the
Dodd-Frank Act will ultimately affect every financial institution
operating in the United States, including the Bank, and, due to certain
extraterritorial aspects of the Act, may impact the Bank's operations
outside the United States, including in Canada. The Dodd-Frank Act
makes significant changes in areas such as banking and bank
supervision, the resolution of, and enhanced prudential standards
applicable to, systemically important financial companies, proprietary
trading and certain fund investments, consumer protection, securities,
over-the-counter derivatives, and executive compensation, among others.
The Dodd-Frank Act also calls for the issuance of over 240 regulatory
rulemakings as well as numerous studies and on-going reports as part of
its implementation. Accordingly, while the Act will have an effect on
the business of the Bank, especially its business operations in the
United States, the full impact on the Bank will not be known until such
time as the implementing regulations are fully released and finalized.

On November 10, 2011, the Department of the Treasury, the Board of
Governors of the Federal Reserve System (FRB), the Federal Deposit
Insurance Corporation and the Securities and Exchange Commission
jointly released a proposed rule implementing Section 619 of the
Dodd-Frank Act (the "Volcker Rule" or "the Rule"). The Commodity
Futures Trading Commission issued a substantially similar proposal on
January 13, 2012. The Bank is in the process of analyzing and planning
for the implementation of the proposed Volcker Rule. The Rule broadly
prohibits proprietary trading and places limitations on other permitted
trading activities, limits investments in and the sponsorship of hedge
and private equity funds and requires robust compliance and reporting
regimes surrounding permitted activities. The Rule is also expected to
have an effect on certain of the funds the Bank sponsors and advises in
its asset management business as well as private equity investments it
currently holds. Under the current proposal, the provisions of the Rule
are applicable to banking entities, including non-U.S. banks such as
the Bank which control insured depository institutions in the United
States or are treated as bank holding companies by virtue of
maintaining a branch or agency in the U.S. The proposed Rule applies to
affiliates or subsidiaries of the Bank: the terms "affiliate" and
"subsidiary" are defined by the rule to include those entities
controlled by or under common control with the Bank. As currently
proposed, the Rule requires the implementation of a comprehensive
compliance program and monitoring of certain quantitative risk metrics
as well as compliance monitoring and reporting programs. On April 19,
2012, the FRB, on behalf of itself and the other agencies, issued
guidance stating that full conformance with the Rule will not be
required until July 21, 2014, unless that period is extended by the
FRB. The agencies have not indicated when the final Rule will be
published. While the Rule is expected to have an adverse effect on
certain of the Bank's businesses, the extent of the impact will not be
known until such time as the current proposal is finalized. At the
current time, the impact is not expected to be material to the Bank.

The Durbin Amendment contained in the Dodd-Frank Act authorizes the FRB
to issue regulations that set interchange fees which are "reasonable
and proportional" to the costs of processing such transactions. In June
2011, the FRB issued final rules limiting debit card interchange fees
with a required implementation date of October 1, 2011 and capped the
fee at 21 cents per transaction plus small amounts to cover fraud
related expenses. The Durbin Amendment has impacted gross revenue by
approximately US$50-60 million pre-tax per quarter, in line with
expectations.

For more detail on the impact of the Durbin Amendment, see the U.S.
Personal and Commercial Banking segment disclosure in the "How Our
Businesses Performed" section of this document. The Bank continues to
monitor closely these and other legislative developments and will
analyze the impact such regulatory and legislative changes may have on
its businesses.

HOW OUR BUSINESSES PERFORMED

For management reporting purposes, the Bank's operations and activities
are organized around four key business segments operating in a number
of locations in key financial centres around the globe: Canadian
Personal and Commercial Banking, Wealth and Insurance, U.S. Personal
and Commercial Banking, and Wholesale Banking. The Bank's other
activities are grouped into the Corporate segment. Effective December
1, 2011, results of the acquisition of the MBNA Canada credit card
portfolio are reported primarily in the Canadian Personal and
Commercial Banking and Wealth and Insurance segments. Integration
charges and direct transaction costs relating to the acquisition of the
MBNA Canada credit card portfolio are reported in Canadian Personal and
Commercial Banking. The results of TD Auto Finance Canada are reported
in Canadian Personal and Commercial Banking. The results of TD Auto
Finance U.S. are reported in U.S. Personal and Commercial Banking.
Integration charges, direct transaction costs, and changes in fair
value of contingent consideration related to the Chrysler Financial
acquisition are reported in the Corporate segment.

Effective the first quarter of 2012, executive responsibilities for the
TD Insurance business were moved from Group Head, Canadian Banking,
Auto Finance, and Credit Cards to the Group Head, Wealth Management,
Insurance, and Corporate Shared Services. The Bank has updated the
corresponding segment reporting results retroactively for 2011.

Effective November 1, 2011, the Bank revised its methodology for
allocating capital to its business segments to align with the future
common equity capital requirements under Basel III at a 7% Common
Equity Tier 1 ratio. The return measures for business segments now
reflect a return on common equity methodology and not return on
invested capital which was reported previously. These changes have been
applied prospectively.

Results of each business segment reflect revenue, expenses, assets, and
liabilities generated by the businesses in that segment. The Bank
measures and evaluates the performance of each segment based on
adjusted results where applicable, and for those segments the Bank
notes that the measure is adjusted. Net income for the operating
business segments is presented before any items of note not attributed
to the operating segments. For further details, see the "How the Bank
Reports" section, the "Business Focus" section in the 2011 MD&A, and
Note 27 to the 2011 Consolidated Financial Statements. For information
concerning the Bank's measures of economic profit and adjusted return
on common equity, which are non-GAAP financial measures, see the "How
We Performed" section of this document.

Net interest income within Wholesale Banking is calculated on a taxable
equivalent basis (TEB), which means that the value of non-taxable or
tax-exempt income, including dividends, is adjusted to its equivalent
before-tax value. Using TEB allows the Bank to measure income from all
securities and loans consistently and makes for a more meaningful
comparison of net interest income with similar institutions. The TEB
increase to net interest income and provision for income taxes
reflected in Wholesale Banking results is reversed in the Corporate
segment. The TEB adjustment for the quarter was $71 million, compared
with $67 million in the third quarter last year, and $74 million in the
prior quarter.

The Bank continues to securitize retail loans and receivables, however
under IFRS, these loans and receivables remain on-balance sheet and the
related interest is recognized over the life of the loan.

TABLE 7: CANADIAN PERSONAL AND COMMERCIAL BANKING

(millions of Canadian dollars, except as noted)

For the three months ended

For the nine months ended

July 31

Apr. 30

July 31

July 31

July 31

2012

2012

2011

2012

2011

Net interest income

$

2,055

$

1,967

$

1,834

$

5,952

$

5,350

Non-interest income

675

636

591

1,951

1,721

Total revenue - reported

2,730

2,603

2,425

7,903

7,071

Total revenue - adjusted

2,730

2,625

2,425

7,939

7,071

Provision for credit losses

288

274

205

845

612

Non-interest expenses - reported

1,259

1,226

1,106

3,645

3,240

Non-interest expenses - adjusted

1,224

1,208

1,106

3,574

3,240

Net income - reported

864

808

795

2,498

2,297

Adjustments for items of note, net of income taxes1

Integration charges and direct transaction costs relating to the

acquisition of the credit card portfolio of MBNA Canada

25

30

-

79

-

Net income - adjusted

$

889

$

838

$

795

$

2,577

$

2,297

Selected volumes and ratios

Return on common equity - reported2

44.1

%

42.0

%

38.0

%

43.2

%

37.1

%

Return on common equity - adjusted2

45.4

%

43.4

%

38.0

%

44.6

%

37.1

%

Margin on average earning assets (including securitized assets)

- reported

2.86

%

2.84

%

2.77

%

2.82

%

2.78

%

Margin on average earning assets (including securitized assets)

- adjusted

2.86

%

2.87

%

2.77

%

2.84

%

2.78

%

Efficiency ratio - reported

46.1

%

47.1

%

45.6

%

46.1

%

45.8

%

Efficiency ratio - adjusted

44.8

%

46.0

%

45.6

%

45.0

%

45.8

%

Number of Canadian retail stores

1,160

1,153

1,134

1,160

1,134

Average number of full-time equivalent staff

31,270

31,017

30,110

30,994

29,731

1

For explanations of items of note, see the "Non-GAAP Financial Measures
− Reconciliation of Adjusted to Reported Net Income" table in the "How
We Performed" section of this document.

2

Effective the first quarter of 2012, the Bank revised its methodology
for allocating capital to its business segments to align with the
future common equity capital requirements under Basel III at a 7%
Common Equity Tier 1 ratio. The return measures for business segments
will now be return on common equity rather than return on invested
capital. These changes have been applied prospectively. Return on
invested capital, which was used as the return measure in prior
periods, has not been restated to return on common equity.

Quarterly comparison - Q3 2012 vs. Q3 2011
Canadian Personal and Commercial Banking reported record net income for
the quarter of $864 million, an increase of $69 million, or 9%,
compared with the third quarter last year. Adjusted net income was a
record $889 million, an increase of $94 million, or 12%, compared with
the third quarter last year. The increase in adjusted earnings was
primarily driven by good loan and deposit volume growth, favourable
credit performance, and an elevated contribution from MBNA. The
reported annualized return on common equity for the quarter was 44.1%,
while the adjusted annualized return on common equity was 45.4%.

Canadian Personal and Commercial Banking revenue is derived from
personal banking, auto lending, credit cards, and business banking.
Revenue for the quarter, on both a reported and adjusted basis, was a
record $2,730 million, an increase of $305 million, or 13%, compared
with the third quarter last year. MBNA added 10 percentage points to
year-over-year revenue growth. Net interest income growth was driven by
the inclusion of MBNA, and good volume growth, partially offset by
lower margin on average earning assets. The elevated net interest
income contribution from MBNA includes better credit performance on
acquired loans. The retail business continues to generate good, but
slowing, lending volume growth, while business lending volume growth
remains strong. Compared with the third quarter last year, average real
estate secured lending volume increased $12.0 billion, or 6%. Auto
lending average volume increased $0.7 billion, or 5%, while all other
personal lending average volumes, excluding MBNA, were relatively flat.
Business loans and acceptances average volume increased $5 billion, or
14%. Overall deposit growth was strong at 9%. Average personal deposit
volume increased $10.8 billion, or 8%, while average business deposit
volume increased $6.1 billion, or 10%. Excluding the impact of MBNA,
margin on average earning assets decreased 14 bps to 2.63%. The
decrease was primarily due to the impact of the low interest rate
environment, portfolio mix, and competitive pricing. Non-interest
income growth of 14% was driven by higher transaction volumes,
repricing, and MBNA.

PCL for the quarter was $288 million, an increase of $83 million, or
40%, compared with the third quarter last year, primarily due to MBNA.
Personal banking PCL was $272 million, or $176 million excluding MBNA,
a decrease of $20 million, or 10%, as most of the retail business
posted lower PCL. Business banking PCL was $16 million, an increase of
$7 million compared with the third quarter last year due to fewer
recoveries in the quarter. Credit quality remained steady as annualized
PCL as a percentage of credit volume was 0.39%, or 0.26% excluding
MBNA, a decrease of 4 bps, compared with the third quarter last year.
Net impaired loans were $863 million, a decrease of $3 million, over
the third quarter last year. Net impaired loans as a percentage of
total loans were 0.29%, compared with 0.32% as at July 31, 2011.

Reported non-interest expenses for the quarter were $1,259 million, an
increase of $153 million, or 14%, compared with the third quarter last
year. Adjusted non-interest expenses for the quarter were $1,224
million, an increase of $118 million, or 11%, compared with the third
quarter last year. Excluding MBNA, expenses increased $32 million, or
3%, driven by volume growth, investment in branches, and other business
initiatives.

The average full-time equivalent (FTE) staffing levels increased by
1,160, or 4%, compared with the third quarter last year, primarily due
to MBNA. The reported efficiency ratio for the quarter was 46.1%, while
the adjusted efficiency ratio was 44.8%, compared with 45.6%, on both a
reported and adjusted basis, in the third quarter last year.

Quarterly comparison - Q3 2012 vs. Q2 2012
Canadian Personal and Commercial Banking reported net income for the
quarter increased $56 million, or 7%, compared with the prior quarter.
Adjusted net income for the quarter increased $51 million, or 6%,
compared with the prior quarter. The reported annualized return on
common equity for the quarter was 44.1%, while the adjusted annualized
return on common equity was 45.4%, compared with 42.0% and 43.4%
respectively, in the prior quarter.

Reported revenue for the quarter increased $127 million, or 5%, while
adjusted revenue increased $105 million, or 4%, compared with the prior
quarter. Net interest income growth was driven by two more calendar
days and good volume growth, partially offset by lower margin on
average earning assets. Compared with the prior quarter, average real
estate secured lending volume increased $3.4 billion, or 2%. Auto
lending average volume increased $0.3 billion, or 2%, while all other
personal lending average volumes were relatively flat. Business loans
and acceptances average volume increased $1.3 billion, or 3%. Average
personal deposit volume increased $3.5 billion, or 2%, while average
business deposit volume increased $2.5 billion or 4%. Reported margin
on average earning assets increased 2 bps, while adjusted margin on
average earning assets decreased 1 bp, mainly driven by lower deposit
margins. Non-interest income was up 6%, compared to the prior quarter,
driven by volume growth, and two more calendar days.

PCL for the quarter increased $14 million, or 5%, compared with the
prior quarter. Personal banking PCL increased $8 million, or 3%, while
business banking PCL increased $6 million, due to higher recoveries in
the prior quarter. Net impaired loans decreased $80 million, or 8%,
compared with the prior quarter. Net impaired loans as a percentage of
total loans were 0.29%, compared with 0.32% as at April 30, 2012.

Reported non-interest expenses for the quarter increased $33 million, or
3%, compared with the prior quarter. Adjusted non-interest expenses
increased $16 million, or 1%, compared with the prior quarter, mainly
due to two more calendar days.

Average FTE staffing levels increased 253, or 1%, largely due to
seasonal staffing requirements. The reported efficiency ratio for the
current quarter was 46.1%, while the adjusted efficiency ratio was
44.8%, compared with 47.1% and 46.0% respectively, in the prior
quarter.

Year-to-date comparison - Q3 2012 vs. Q3 2011
Canadian Personal and Commercial Banking reported net income for the
nine months ended July 31, 2012 was $2,498 million, an increase of $201
million, or 9%, compared with the same period last year. Adjusted net
income for the nine months ended July 31, 2012 was $2,577 million, an
increase of $280 million, or 12%, compared with the same period last
year. On a year-to-date basis, the reported annualized return on common
equity was 43.2%, while the adjusted annualized return on common equity
was 44.6%.

Reported revenue on a year-to-date basis was $7,903 million, an increase
of $832 million, or 12%, compared with the same period last year.
Adjusted revenue was $7,939 million, an increase of $868 million, or
12%, compared with the same period last year. MBNA contributed 8% to
reported, and 9% to adjusted revenue growth. Net interest income growth
was driven by the inclusion of MBNA, strong volume growth, and an
additional calendar day, partially offset by lower margin on average
earning assets. The year-to-date net interest income contribution from
MBNA was higher than expected due to better credit performance on
acquired loans. The personal lending businesses generated good, but
slowing, volume growth, while business lending volume growth remained
strong. Compared with the same period last year, average real estate
secured lending volume increased $12.9 billion, or 7%. Auto lending
average volume increased $1.5 billion, or 12%, while all other personal
lending average volumes, excluding MBNA, were relatively flat. Business
loans and acceptances average volumes increased $4.8 billion, or 14%.
Average personal deposit volumes increased $8.2 billion, or 6%, while
average business deposit volumes increased $6.2 billion, or 10%.
Excluding MBNA, the year-to-date margin on average earning assets
decreased 13 bps to 2.65% on both a reported and adjusted basis, due to
the impact of a low interest rate environment, portfolio mix, and
competitive pricing. Non-interest income growth of 13% was driven by
higher transaction volumes, repricing, and MBNA.

PCL on a year-to-date basis was $845 million, an increase of $233
million, or 38%, compared with the same period last year, due mainly to
MBNA. Personal banking PCL excluding MBNA decreased $56 million, or 9%,
reflecting strong credit quality, and enhanced collection strategies.
Business banking PCL was $47 million, an increase of $26 million,
primarily due to fewer recoveries in the current period.

On a year-to-date basis, reported non-interest expenses were $3,645
million, an increase of $405 million, or 13%, compared with the same
period last year. Adjusted non-interest expenses were $3,574 million,
an increase of $334 million, or 10%, compared with the same period last
year. Excluding MBNA, expenses increased $115 million, or 4%, compared
with the same period last year, driven by higher employee-related
costs, business initiatives, volume growth, and one extra calendar day.

The average FTE staffing levels on a year-to-date basis increased by
1,263, or 4%, compared with the same period last year, largely due to
MBNA. The reported efficiency ratio on a year-to-date basis was 46.1%,
while the adjusted efficiency ratio was 45.0%, compared with 45.8%, on
both a reported and adjusted basis, for the same period last year.

Business Outlook
Canadian Personal and Commercial Banking has posted strong year-to-date
results driven by positive operating leverage, good volume growth,
stronger than expected contribution from MBNA, and good credit
performance. We expect these drivers to hold for the fourth quarter. On
a sequential basis, fourth quarter results are expected to be lower
than the third quarter due to seasonal factors, including an increase
in non-interest expenses. Looking further out, we expect the operating
environment to remain challenging with sustained low interest rates and
slower economic growth leading to lower margins and slowing loan
growth. We also expect a more normalized MBNA contribution. We intend
to manage through this environment by continuing to focus on our core
strategy of customer service and convenience, identifying opportunities
to invest in and grow businesses, and driving operational efficiencies.

TABLE 8: WEALTH AND INSURANCE1

(millions of Canadian dollars, except as noted)

For the three months ended

For the nine months ended

July 31

Apr. 30

July 31

July 31

July 31

2012

2012

2011

2012

2011

Net interest income

$

148

$

144

$

139

$

436

$

406

Insurance revenue, net of claims and related expenses2

270

330

296

881

859

Income from financial instruments designated at fair value through

profit or loss

18

(17)

18

11

(11)

Non-interest income - other

573

591

576

1,728

1,747

Total revenue

1,009

1,048

1,029

3,056

3,001

Non-interest expenses

632

653

640

1,924

1,947

Net income

304

318

301

916

818

Wealth

154

155

146

453

427

Insurance

150

163

155

463

391

TD Ameritrade

56

47

48

158

153

Total Wealth and Insurance

$

360

$

365

$

349

$

1,074

$

971

Selected volumes and ratios

Assets under administration - Wealth (billions of Canadian dollars)

$

253

$

255

$

242

$

253

$

242

Assets under management - Wealth (billions of Canadian dollars)

204

202

191

204

191

Gross originated insurance premiums

989

877

928

2,629

2,453

Return on common equity3

20.9

%

22.5

%

27.1

%

21.5

%

25.3

%

Efficiency ratio

62.6

%

62.3

%

62.2

%

63.0

%

64.9

%

Average number of full-time equivalent staff

11,981

12,003

12,014

11,961

12,035

1

Effective the first quarter of 2012, the Insurance business was
transferred from Canadian Personal and Commercial Banking to Wealth and
Insurance. The prior period results have been restated accordingly.

2

Insurance revenue, net of claims and related expenses is included in the
non-interest income line on the Bank's Consolidated Statement of
Income. For the three and nine months ended July 31, 2012, the claims
and related expenses were $645 million and $1,736 million,
respectively. For the three and nine months ended July 31, 2011, the
claims and related expenses were $555 million and $1,599 million,
respectively.

3

Effective the first quarter of 2012, the Bank revised its methodology
for allocating capital to its business segments to align with the
future common equity capital requirements under Basel III at a 7%
Common Equity Tier 1 ratio. The return measures for business segments
will now be return on common equity rather than return on invested
capital. These changes have been applied prospectively. Return on
invested capital, which was used as the return measure in prior
periods, has not been restated to return on common equity.

Quarterly comparison - Q3 2012 vs. Q3 2011
Wealth and Insurance net income for the quarter was $360 million, an
increase of $11 million, or 3%, compared with the third quarter last
year. Wealth and Insurance net income excluding TD Ameritrade was $304
million, an increase of $3 million, or 1%. The Bank's reported
investment in TD Ameritrade generated net income for the quarter of $56
million, an increase of $8 million, or 17%, compared with the third
quarter last year, mainly driven by increased economic ownership from
stock repurchases and a weaker Canadian dollar in the current quarter,
partially offset by lower TD Ameritrade earnings. For its third quarter
ended June 30, 2012, TD Ameritrade reported net income of US$154
million, a decrease of US$3 million, or 2%, compared with the third
quarter last year, primarily driven by lower trading revenue, partially
offset by lower expenses. Wealth and Insurance's annualized return on
common equity for the quarter was 20.9%.

Wealth and Insurance revenue is derived from direct investing,
advice-based businesses, asset management services, life and health
insurance, and general insurance. Wealth and Insurance revenue for the
quarter was $1,009 million, a decrease of $20 million, or 2%, compared
to the third quarter last year. In the Insurance business, revenue
increases from premium growth and the inclusion of MBNA were more than
offset by adjustments to reserves for claims liabilities and higher
claims from weather-related events. In the Wealth businesses, the lower
transaction revenue in the direct investing businesses from decreased
trading volumes was largely offset by increases in fee-based revenue
from asset growth in the advice-based and asset management businesses
and net interest income driven by higher net interest margins.

Non-interest expenses for the quarter were $632 million, a decrease of
$8 million, or 1%, compared with the third quarter last year, primarily
due to lower variable expenses from decreased trading volumes and lower
technology-related costs in the Wealth business.

Assets under administration of $253 billion as at July 31, 2012,
increased by $11 billion, or 5%, from July 31, 2011. Assets under
management of $204 billion as at July 31, 2012 increased by $13
billion, or 7%, from July 31, 2011. These increases were driven by net
new client assets, partially offset by a decline in market value of
assets.

Gross originated insurance premiums of $989 million increased $61
million, or 7%, compared with the third quarter last year. The increase
was primarily due to organic business growth.

The efficiency ratio for the current quarter was 62.6%, compared with
62.2% in the third quarter last year.

The average FTE staffing levels remained relatively flat compared with
the third quarter of last year.

Quarterly comparison - Q3 2012 vs. Q2 2012
Wealth and Insurance net income for the quarter decreased by $5 million,
or 1%, compared with the prior quarter. The Bank's reported investment
in TD Ameritrade reflected an increase in net income of $9 million, or
19%, compared with the prior quarter, mainly due to increased earnings
at TD Ameritrade. For its third quarter ended June 30, 2012, TD
Ameritrade reported net income increased US$17 million, or 12%,
compared with the prior quarter, primarily driven by lower operating
expenses, partially offset by lower trading revenue. The annualized
return on common equity for the quarter was 20.9%, compared with 22.5%
in the prior quarter.

Revenue for the quarter decreased $39 million, or 4%, compared with the
prior quarter. Higher claims from weather-related events in the
Insurance business were partially offset by premium volume growth. In
the Wealth business, a decrease in revenue was primarily driven by
lower trading volumes in the direct investing businesses.

Assets under administration of $253 billion as at July 31, 2012
decreased $2 billion, or 1%, from April 30, 2012. Assets under
management of $204 billion as at July 31, 2012 increased $2 billion, or
1%, from April 30, 2012. The increase from net new client assets was
offset by a decline in market value of assets.

The efficiency ratio for the current quarter was 62.6%, compared with
62.3% in the prior quarter.

The average FTE staffing levels remained relatively flat compared with
the prior quarter.

Year-to-date comparison - Q3 2012 vs. Q3 2011
Wealth and Insurance net income for the nine months ended July 31, 2012
was $1,074 million, an increase of $103 million, or 11%, compared with
the same period last year. Wealth and Insurance net income excluding TD
Ameritrade was $916 million, an increase of $98 million, or 12%,
compared with the same period last year. The Bank's reported investment
in TD Ameritrade generated net income of $158 million, an increase of
$5 million, or 3%, compared with the same period last year, mainly
driven by changes in the capital allocation methodology resulting in
lower net charges, partially offset by lower TD Ameritrade earnings.
For its nine months ended June 30, 2012, TD Ameritrade reported net
income of US$443 million, a decrease of US$31 million, or 7%, compared
with the same period last year, primarily driven by lower trading
revenue. On a year-to-date basis, Wealth and Insurance's annualized
return on common equity was 21.5%.

Revenue on a year-to-date basis was $3,056 million, an increase of $55
million, or 2%, compared with the same period last year. Strong revenue
growth in the Insurance business was primarily driven by strong premium
growth, the inclusion of MBNA, and better claims management, partially
offset by lower claims in the prior year driven by adjustments to
reserves for claims liabilities. A decrease in transaction revenue from
lower trading volumes in the Wealth direct investing businesses was
largely offset by higher fee-based revenue driven by increased client
assets in the advice-based and asset management businesses. Net
interest income increased driven by higher margins and client balances
in the Wealth business and increased margins in the Insurance business.

On a year-to-date basis, non-interest expenses were $1,924 million, a
decrease of $23 million, or 1%, compared with the same period last
year. The decrease was primarily due to lower project expenses and
lower volumes in the Wealth business, partially offset by increased
expenses in the Insurance business to support business growth.

On a year-to-date basis, gross originated insurance premiums were $2,629
million, an increase of $176 million, or 7%, compared with the same
period last year. The increase was primarily due to organic business
growth.

The efficiency ratio on a year-to-date basis improved to 63.0%, compared
with 64.9% in the same period last year.

The average FTE staffing levels on a year-to-date basis decreased by 74,
or 1%, compared with the same period last year, primarily from lower
support required due to a decrease in trading volume in the Wealth
business.

Business Outlook
Building on the foundation of a strong franchise and prudent expense
management, Wealth and Insurance continues to be on track to achieve
good earnings growth for the full year 2012.

In our Wealth business, despite a deterioration in economic conditions,
we anticipate good earnings growth year over year driven primarily by
continued momentum in net new client assets in the advice-based and
asset management businesses.

Good premium growth is expected to continue in the fourth quarter of
2012 and the Insurance business is on track to deliver strong results
for the year.

TABLE 9: U.S. PERSONAL AND COMMERCIAL BANKING

(millions of dollars, except as noted)

For the three months ended

Canadian dollars

U.S. dollars

July 31

Apr. 30

July 31

July 31

Apr. 30

July 31

2012

2012

2011

2012

2012

2011

Net interest income

$

1,180

$

1,178

$

1,093

$

1,160

$

1,185

$

1,131

Non-interest income

346

409

393

340

412

405

Total revenue

1,526

1,587

1,486

1,500

1,597

1,536

Provision for credit losses - loans

150

157

114

148

157

118

Provision for credit losses - debt securities

classified as loans

3

3

3

3

3

3

Provision for credit losses - acquired

credit-impaired loans1

22

32

57

22

33

59

Provision for credit losses - total

175

192

174

173

193

180

Non-interest expenses - reported

1,058

953

931

1,041

959

963

Non-interest expenses - adjusted

930

953

866

915

959

896

Net income - reported

284

356

295

279

358

304

Adjustments for items of note2

Integration charges and direct transaction

costs relating to U.S. Personal

and Commercial Banking acquisitions

-

-

39

-

-

41

Litigation reserve

77

-

-

76

-

-

Net income - adjusted

$

361

$

356

$

334

$

355

$

358

$

345

Selected volumes and ratios

Return on common equity - reported3

6.4

%

8.2

%

7.4

%

6.4

%

8.2

%

7.4

%

Return on common equity - adjusted3

8.1

%

8.2

%

8.5

%

8.1

%

8.2

%

8.5

%

Margin on average earning assets (TEB)4

3.59

%

3.74

%

3.70

%

3.59

%

3.74

%

3.70

%

Efficiency ratio - reported

69.3

%

60.1

%

62.7

%

69.3

%

60.1

%

62.7

%

Efficiency ratio - adjusted

60.9

%

60.1

%

58.3

%

60.9

%

60.1

%

58.3

%

Number of U.S. retail stores

1,299

1,288

1,283

1,299

1,288

1,283

Average number of full-time equivalent staff

24,972

24,733

25,033

24,972

24,733

25,033

For the nine months ended

Canadian dollars

U.S. dollars

July 31

July 31

July 31

July 31

2012

2011

2012

2011

Net interest income

$

3,515

$

3,268

$

3,479

$

3,332

Non-interest income

1,093

1,003

1,083

1,028

Total revenue

4,608

4,271

4,562

4,360

Provision for credit losses - loans

421

391

417

398

Provision for credit losses - debt securities

classified as loans

9

72

9

72

Provision for credit losses - acquired

credit-impaired loans1

95

94

95

98

Provision for credit losses - total

525

557

521

568

Non-interest expenses - reported

3,196

2,613

3,166

2,665

Non-interest expenses - adjusted

2,772

2,481

2,744

2,529

Net income - reported

812

893

802

913

Adjustments for items of note2

Integration charges and direct transaction

costs relating to U.S. Personal

and Commercial Banking acquisitions

9

83

9

85

Litigation reserve

248

-

247

-

Net income - adjusted

$

1,069

$

976

$

1,058

$

998

Selected volumes and ratios

Return on common equity - reported3

6.1

%

7.3

%

6.1

%

7.3

%

Return on common equity - adjusted3

8.1

%

8.0

%

8.1

%

8.0

%

Margin on average earning assets (TEB)4

3.65

%

3.77

%

3.65

%

3.77

%

Efficiency ratio - reported

69.4

%

61.2

%

69.4

%

61.2

%

Efficiency ratio - adjusted

60.2

%

58.1

%

60.2

%

58.1

%

Number of U.S. retail stores

1,299

1,283

1,299

1,283

Average number of full-time equivalent staff

24,934

23,791

24,934

23,791

1

Includes all FDIC covered loans and other acquired credit-impaired
loans.

2

For explanations of items of note, see the "Non-GAAP Financial Measures
− Reconciliation of Adjusted to Reported Net Income" table in the "How
We Performed" section of this document.

3

Effective the first quarter of 2012, the Bank revised its methodology
for allocating capital to its business segments to align with the
future common equity capital requirements under Basel III at a 7%
Common Equity Tier 1 ratio. The return measures for business segments
will now be return on common equity rather than return on invested
capital. These changes have been applied prospectively. Return on
invested capital, which was used as the return measure in prior
periods, has not been restated to return on common equity.

Quarterly comparison - Q3 2012 vs. Q3 2011
U.S. Personal and Commercial Banking net income, in Canadian dollar
terms, for the quarter was $284 million on a reported basis, a decrease
of $11 million, or 4%, and $361 million on an adjusted basis, an
increase of $27 million, or 8%, compared with the third quarter last
year. In U.S. dollar terms, net income for the quarter was US$279
million on a reported basis, a decrease of US$25 million, or 8%, and
US$355 million on an adjusted basis, an increase of US$10 million, or
3%, compared with the third quarter last year. The increase in adjusted
earnings was primarily due to strong organic volume growth and a lower
effective tax rate, partially offset by the impact of the Durbin
Amendment. An increase of US$126 million (US$76 million after tax) to
the previously-disclosed litigation reserve was included in items of
note this quarter. The annualized reported and adjusted return on
common equity for the quarter were 6.4% and 8.1%, respectively.

In U.S. dollar terms, revenue for the quarter was US$1,500 million, a
decrease of US$36 million, or 2%, compared with the third quarter last
year. The decrease was primarily due to the impact of the Durbin
Amendment and anticipated run-off in legacy Chrysler Financial revenue,
partially offset by strong organic growth. Margin on average earning
assets decreased by 11 bps to 3.59%, compared with the third quarter
last year, primarily due to the low interest rate environment. Average
loans increased by US$10.6 billion, or 14% compared with the third
quarter last year with an increase of 21% in average personal loans and
an increase of 9% in average business loans. Average deposits increased
US$17.8 billion, or 12%, compared with the third quarter last year,
including a US$10.2 billion increase in average deposits of TD
Ameritrade IDAs. Average deposit volume, excluding TD Ameritrade IDAs
and Government deposits, increased by $8 million, or 9%, driven by 9%
growth in personal deposit volume and 8% growth in business deposit
volume.

Total PCL for the quarter was US$173 million, a decrease of US$7
million, or 4%. The underlying credit quality of the loan portfolio
continues to improve. The performance of acquired credit-impaired loans
(which includes the loans from South Financial and the FDIC-assisted
acquisitions as well as acquired credit-impaired loans from Chrysler
Financial) continues to be stable and in line with our expectations
with a decline in PCL on these loans compared to the prior year due to
a lower level of new impairment formation. PCL on loans excluding
acquired credit-impaired loans and debt securities classified as loans
increased by US$30 million, or 25%, due primarily to organic loan
growth, partially offset by improved asset quality. Annualized PCL for
loans excluding debt securities classified as loans as a percentage of
credit volume was 0.78%, a decrease of 14 bps, compared with the third
quarter last year. Net impaired loans, excluding acquired
credit-impaired loans and debt securities classified as loans, were
US$1,077 million, a decrease of US$81 million, or 7%, compared with the
third quarter last year. Net impaired loans, excluding acquired
credit-impaired loans and debt securities classified as loans, as a
percentage of total loans were 1.3% at July 31, 2012, compared with
1.9% as at July 31, 2011. Net impaired debt securities classified as
loans were US$1,297 million as at July 31, 2012, a decrease of US$174
million, or 12%, compared to July 31, 2011.

Reported non-interest expenses for the quarter were US$1,041 million, an
increase of US$78 million, or 8% due primarily to the additional
litigation reserve taken in the current quarter. On an adjusted basis,
non-interest expenses were US$915 million, an increase of US$19
million, or 2%, compared with the third quarter last year primarily due
to investments in the core franchise, including new stores.

The average FTE staffing levels decreased by 61 compared with the third
quarter last year due primarily to lower staffing levels in the store
network. The efficiency ratio for the quarter worsened to 69.3% on a
reported basis, and 60.9% on an adjusted basis, compared with 62.7% on
a reported basis, and 58.3% on an adjusted basis, in the third quarter
last year. The adjusted efficiency ratio worsened due primarily to the
impact of the Durbin Amendment.

Quarterly comparison - Q3 2012 vs. Q2 2012
U.S. Personal and Commercial Banking net income, in Canadian dollar
terms, for the quarter decreased $72 million, or 20%, on a reported
basis, and increased $5 million, or 1%, on an adjusted basis, compared
with the prior quarter. In U.S. dollar terms, net income decreased
US$78 million, or 22%, on a reported basis, and decreased US$3 million,
or 1%, on an adjusted basis. On a reported basis, earnings for the
quarter include the additional litigation reserve. The decrease in
adjusted net income was primarily due to lower product margins and
higher expenses, partially offset by strong organic volume growth and a
lower effective tax rate. The annualized return on common equity for
the quarter was 6.4% on a reported basis, and 8.1% on an adjusted basis
compared with 8.2% on both a reported and adjusted basis in the prior
quarter.

In U.S. dollar terms, revenue for the quarter decreased US$97 million,
or 6%, compared with the prior quarter due primarily to higher gains on
sales of securities recorded in the prior quarter, lower acquired loan
accretion and lower product margins. Margin on average earning assets
decreased 15 bps to 3.59%, compared with the prior quarter primarily
due to timing of cash flows on acquired credit-impaired portfolios and
continued margin pressure. Average loans increased by US$3.6 billion,
or 4%, compared with the prior quarter with an increase of 6% in
average personal loans and an increase of 3% in average business loans.
Average deposits increased US$3.3 billion, or 2%, compared with the
prior quarter, including a US$1.7 billion increase in average deposits
of TD Ameritrade. Average deposit volume, excluding the impact of the
TD Ameritrade IDAs, increased US$1.6 billion, or 1%.

Total PCL for the quarter decreased US$20 million, or 10%, compared with
the prior quarter due primarily to lower PCL on acquired
credit-impaired loans and timing. Annualized PCL for loans excluding
debt securities classified as loans as a percentage of credit volume
was 0.78%, a decrease of 15 bps, compared with the prior quarter. Net
impaired loans, excluding acquired credit-impaired loans and debt
securities classified as loans, were US$1,077 million, an increase of
US$39 million, or 4%, compared with the prior quarter due primarily to
a reclassification of performing second liens in the home equity
portfolio as impaired, aligning with regulatory guidance. Excluding the
second lien impact, net impaired loans would have decreased. Net
impaired loans, excluding acquired credit-impaired and debt securities
classified as loans, as a percentage of total loans were 1.3%, compared
with 1.3% as at April 30, 2012. Net impaired debt securities classified
as loans were US$1,297 million, a decrease of US$47 million, or 3%,
compared with the prior quarter.

Reported non-interest expenses for the quarter increased US$82 million,
or 9%, compared with the prior quarter, due primarily to the additional
litigation reserve taken this quarter. On an adjusted basis,
non-interest expenses decreased US$44 million, or 5%, compared with the
prior quarter as legal and credit-related expenses were higher in the
prior quarter.

The average FTE staffing levels increased by 239, or 1%, compared with
the prior quarter due primarily to seasonal increases. The efficiency
ratio for the quarter worsened to 69.3% on a reported basis, compared
with 60.1% in the prior quarter, driven by the litigation reserve taken
in the current quarter, and worsened to 60.9% on an adjusted basis,
compared with 60.1% in the prior quarter.

Year-to-date comparison - Q3 2012 vs. Q3 2011
U.S. Personal and Commercial Banking net income, in Canadian dollar
terms, for the nine months ended July 31, 2012 was $812 million on a
reported basis, a decrease of $81 million, or 9%, and $1,069 million on
an adjusted basis, an increase of $93 million, or 10%, compared with
the same period last year. In U.S. dollar terms, net income decreased
US$111 million, or 12%, on a reported basis, and increased US$60
million, or 6% on an adjusted basis. The increase in adjusted earnings
was primarily due to strong organic growth, partially offset by the
impact of the Durbin Amendment. On a year-to-date basis, the reported
and adjusted annualized return on common equity were 6.1% and 8.1%,
respectively.

In U.S. dollar terms, revenue on a year-to-date basis was US$4,562
million, an increase of US$202 million, or 5%, compared with the same
period last year, due to the Chrysler Financial acquisition, organic
growth, and gains on sales of securities, partially offset by the
impact of the Durbin Amendment and lower product margins. The margin on
average earning assets on a year-to-date basis decreased by 12 bps to
3.65%, compared with the same period last year, primarily due to higher
growth rates in lower margin loan and deposit products, run-off of
higher margin legacy Chrysler Financial loans and the low interest rate
environment.

Total PCL on a year-to-date basis was US$521 million, a decrease of
US$47 million, or 8%, compared with the same period last year, due
primarily to improved asset quality and lower PCL on debt securities
classified as loans. Annualized PCL for loans excluding debt securities
classified as loans as a percentage of credit volume was 0.82%, a
decrease of 11 bps, compared with the same period last year.

On a year-to-date basis, non-interest expenses were US$3,166 million, an
increase of US$501 million, or 19%, on a reported basis, and US$2,744
million, an increase of US$215million, or 9%, on an adjusted basis,
compared with the same period last year, due to the Chrysler Financial
acquisition, legal and credit-related expenses and investments in the
core franchise, including new store openings.

The average FTE staffing levels on a year-to-date basis increased by
1,143, or 5%, compared with the same period last year. This increase
was primarily due to the Chrysler Financial acquisition. The reported
efficiency ratio on a year-to-date basis worsened to 69.4%, compared
with 61.2% in the same period last year due primarily to litigation
reserves in the current year. The adjusted efficiency ratio worsened to
60.2%, compared with 58.1% for the same period last year.

Business Outlook
Strong volume growth is expected to continue through the remainder of
fiscal 2012 driven by residential mortgages, indirect auto loans, and
commercial lending. Organic deposit growth momentum is expected to
continue due to maturing stores. Over time, we generally expect
declines in PCL due to the improved overall asset quality of the
portfolio, but PCL amounts may vary in any given quarter. Given
sustained low interest rates, we expect continued lower margins,
pressuring net income particularly for our deposit and indirect auto
lending businesses. Expense growth will be managed closely, while
investing in resources and infrastructure to support growth. Overall,
we expect solid adjusted earnings growth for 2012, taking into account
regulatory and market conditions, including continued effects of the
low interest rate environment and expectations of a modestly improving
U.S. economy.

TABLE 10: WHOLESALE BANKING

(millions of Canadian dollars, except as noted)

For the three months ended

For the nine months ended

July 31

Apr. 30

July 31

July 31

July 31

2012

2012

2011

2012

2011

Net interest income (TEB)

$

447

$

434

$

432

$

1,324

$

1,215

Non-interest income

191

174

27

605

555

Total revenue

638

608

459

1,929

1,770

Provision for credit losses

21

6

6

39

19

Non-interest expenses

406

384

330

1,196

1,073

Net income

180

197

112

571

535

Selected volumes and ratios

Risk-weighted assets (billions of dollars)

48

48

32

48

32

Return on common equity1

16.7

%

19.5

%

13.1

%

18.3

%

26.1

%

Efficiency ratio

63.6

%

63.2

%

71.9

%

62.0

%

60.6

%

Average number of full-time equivalent staff

3,588

3,540

3,612

3,555

3,480

1

Effective the first quarter of 2012, the Bank revised its methodology
for allocating capital to its business segments to align with the
future common equity capital requirements under Basel III at a 7%
Common Equity Tier 1 rate. The return measures for business segments
will now be return on common equity rather than return on invested
capital. These changes have been applied prospectively. Return on
invested capital, which was used as the return measure in prior
periods, has not been restated to return on common equity.

Quarterly comparison - Q3 2012 vs. Q3 2011
Wholesale Banking net income for the quarter was $180 million, an
increase of $68 million, or 61%, compared with the third quarter last
year. The increase was primarily due to trading-related revenue.
Partially offsetting the increase in revenue were higher non-interest
expenses and PCL. The annualized return on common equity for the
quarter was 16.7%.

Wholesale Banking revenue is derived primarily from capital markets
services and corporate lending. The capital markets businesses generate
revenue from advisory, underwriting, trading, facilitation, and trade
execution services. Revenue for the quarter was $638 million, an
increase of $179 million, or 39%, compared with the third quarter last
year. The increase in revenue was due to improved fixed income and
credit trading which benefited from stronger client activity and
tightening credit spreads as compared with the difficult market
conditions in the third quarter last year. The trading-related revenue
also reflects gains recognized on trading positions that were
previously considered impaired. Underwriting revenue was strong,
reflecting higher revenue from investment grade debt issuances.
Partially offsetting these increases were lower security gains and
lower advisory fees due to an industry-wide decline in mergers and
acquisitions (M&A) closing during the quarter.

PCL for the quarter was $21 million, compared with $6 million in the
same period last year. PCL in the current period was related to a
single name in the corporate lending portfolio. PCL was limited to the
accrual cost of credit protection in the same period last year. Net
impaired loans were $48 million, an increase of $13 million, or 37%,
over the third quarter last year.

Non-interest expenses for the quarter were $406 million, an increase of
$76 million or 23%, compared with the third quarter last year. The
increase was due to additional legal provisions and higher variable
compensation commensurate with higher revenue.

Risk-weighted assets were $48 billion, an increase of $16 billion, or
50%, compared with the third quarter last year. The increase was due to
the implementation of the revised Basel II market risk framework.

Quarterly comparison - Q3 2012 vs. Q2 2012
Wholesale Banking net income for the quarter decreased by $17 million,
or 9%, compared with the prior quarter. The increase in revenue was
offset by higher non-interest expenses and PCL. The annualized return
on common equity for the quarter was 16.7% compared with 19.5% in the
prior quarter.

Revenue for the quarter increased $30 million, or 5%, compared with the
prior quarter, largely driven by higher fixed income and credit
trading. Market conditions improved during the quarter reflecting
economic news in Europe. Offsetting the improved trading revenue was a
decline in M&A fees from strong levels in the previous quarter and
lower security gains from the investment portfolio.

PCL for the quarter was $21 million, compared with $6 million in the
prior quarter. PCL in the current period was related to a single name
in the corporate lending portfolio. PCL in the prior quarter was
limited to the accrual cost of credit protection. Net impaired loans
were $48 million, an increase of $17 million, or 55%, over the third
quarter last year.

Risk-weighted assets were flat at $48 billion compared with the prior
quarter.

Year-to-date comparison - Q3 2012 vs. Q3 2011
Wholesale Banking net income for the nine months ended July 31, 2012 was
$571 million, an increase of $36 million, or 7%, compared with the same
period last year. The increase was primarily due to strong trading
revenue partially offset by higher non-interest expenses. On a
year-to-date basis, the annualized return on common equity was 18.3%.

Revenue on a year-to-date basis was $1,929 million, an increase of $159
million, or 9%, compared with the prior year. The increase was largely
attributable to higher fixed income and credit trading on tightening
credit spreads and increased client activity. Investment banking
experienced strong client activity in M&A and credit originations,
particularly in the first two quarters. Partially offsetting these
increases was lower corporate lending revenue on reduced interest
margins, slower equity trading and underwriting, and lower security
gains from the investment portfolio.

PCL on a year-to-date basis was $39 million, an increase of $20 million,
or 105%, compared with the same period last year related to a single
name in the corporate lending portfolio in the current year.

On a year-to-date basis, non-interest expenses were $1,196 million, an
increase of $123 million, or 11%, largely due to higher variable
compensation on improved performance, additional legal provisions and
higher infrastructure spending.

Business Outlook
There continues to be risk in the macroeconomic environment, and ongoing
fiscal issues faced by the world's major economies will likely cause
trading conditions to remain difficult. We expect that volumes will be
muted, at least in the short term, as market participants remain
cautious in directionless markets. Although the global economic outlook
remains uncertain, we are confident that our diversified,
client-focused business model will provide a stable revenue base. We
will also remain focused on execution and reducing our expenses in
2013.

For explanations of items of note, see the "Non-GAAP Financial Measures
- Reconciliation of Adjusted to Reported Net Income" table in the "How
We Performed" section of this document.

Quarterly comparison - Q3 2012 vs. Q3 2011
Corporate segment's reported net income for the quarter was $15 million,
compared with a reported net loss of $61 million in the third quarter
last year. Adjusted net income was $30 million, compared with an
adjusted net income of $45 million in the third quarter last year. The
change was primarily due to lower net corporate expenses and favourable
tax items, more than offset by the unfavourable impact of treasury and
other hedging activities and other items.

Quarterly comparison - Q3 2012 vs. Q2 2012
Corporate segment's reported net income for the quarter was $15 million,
compared with a reported net loss of $33 million in the prior quarter.
Adjusted net income was $30 million, compared with an adjusted net loss
of $20 million in the prior quarter. The change was primarily due to
lower net corporate expenses which were lower than expected.

Year-to-date comparison - Q3 2012 vs. Q3 2011
Corporate segment's reported net loss for the nine months ended July 31,
2012 was $81 million, compared with a reported net loss of $240 million
in the same period last year. Adjusted net income for the nine months
ended July 31, 2012 was $27 million, compared with an adjusted net loss
of $3 million last year. The change was primarily attributable to lower
net corporate expenses.

Outlook
We continue to target an adjusted net loss of $40 million to $80 million
per quarter; however, the Corporate segment results are subject to some
volatility and are inherently difficult to predict by their nature. We
expect to move to a net loss at the higher end of our target range in
the fourth quarter. In particular, net corporate expenses are expected
to increase on a quarter-over-quarter basis.

CAPITAL POSITION

DIVIDENDS
The Bank's dividend policy is approved by the Board of Directors. On
August 30, 2012, the Board of Directors declared a dividend for the
quarter ending October 31, 2012 in the amount of $0.77; and approved an
increase in the Bank's target payout range to 40-50% of adjusted
earnings. The increased dividend is consistent with the Bank's new
target payout range. The Bank's ability to pay dividends is subject to the Bank Act and the
requirements of OSFI. See Note 18 to the Bank's 2011 Annual
Consolidated Financial Statements for further details on dividend
restrictions.

SHAREHOLDER AND INVESTOR INFORMATION

Shareholder Services

If you:

And your inquiry relates to:

Please contact:

Are a registered shareholder (your name appears on your TD share certificate)

For all other shareholder inquiries, please contact TD Shareholder
Relations at 416-944-6367 or 1-866-756-8936 or email tdshinfo@td.com. Please note that by leaving us an e-mail or voicemail message you are
providing your consent for us to forward your inquiry to the
appropriate party for response.

Access to Quarterly Results Materials
Interested investors, the media and others may view this third quarter
earnings news release, Report to Shareholders and supplemental
information on the TD website at http://www.td.com/investor.

Quarterly Earnings Conference Call
TD Bank Group will host an earnings conference call in Toronto, Ontario
on August 30, 2012. The call will be webcast live via TD's website at 3
p.m. ET. The call and webcast will feature presentations by TD
executives on the Bank's financial results for the third quarter,
followed by a question-and-answer period with analysts. The
presentation material referenced during the call will be available on
the TD website at http://www.td.com/investor/qr_2012.jsp on August 30, 2012, by approximately 12 p.m. ET. A listen-only
telephone line is available at 416-644-3415 or 1-877-974-0445 (toll
free).

The webcast and presentations will be archived athttp://www.td.com/investor/qr_2012.jsp. Replay of the teleconference will be available from 6 p.m. ET on
August 30, 2012, until October 1, 2012, by calling 416-640-1917 or
1-877-289-8525 (toll free). The passcode is 4557882, followed by the
pound key.

Annual MeetingThursday, April 4, 2013Ottawa, Ontario

About TD Bank Group
The Toronto-Dominion Bank and its subsidiaries are collectively known as
TD Bank Group (TD). TD is the sixth largest bank in North America by
branches and serves approximately 22 million customers in four key
businesses operating in a number of locations in key financial centres
around the globe: Canadian Personal and Commercial Banking, including
TD Canada Trust and TD Auto Finance Canada; Wealth and Insurance,
including TD Waterhouse, an investment in TD Ameritrade, and TD
Insurance; U.S. Personal and Commercial Banking, including TD Bank,
America's Most Convenient Bank, and TD Auto Finance U.S.; and Wholesale
Banking, including TD Securities. TD also ranks among the world's
leading online financial services firms, with approximately 8.5 million
online customers. TD had CDN$806 billion in assets on July 31, 2012.
The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto
and New York Stock Exchanges.